6-K

UNITEDSTATES

SECURITIESAND EXCHANGE COMMISSION

Washington,D.C. 20549

FORM6-K

REPORTOF FOREIGN PRIVATE ISSUER

PURSUANTTO RULE 13a-16 OR 15d-16

UNDERTHE SECURITIES EXCHANGE ACT OF 1934

Forthe month of February, 2025

CommissionFile Number: 001-42183

QMMMHoldings Ltd.

(Registrant’sName)

Unit1301, Block C, Sea View Estate, 8 Watson Road Tin Hau, Hong Kong

(Addressof Principal Executive Offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F ☒ Form 40-F ☐

NasdaqMinimum Bid Price Deficiency Letter

On February 26, 2025, QMMM Holdings Ltd. (the “Company”) received a letter from the Listing Qualifications staff of The Nasdaq Stock Market (“Nasdaq”) notifying the Company that based on the closing bid price of the Company for the period from January 8, 2025 to February 25, 2025, the Company no longer meets the continued listing requirement of Nasdaq under Nasdaq Listing Rules 5550(a)(2), to maintain a minimum bid price of $1 per share.

Nasdaq has provided the Company with an 180 calendar days compliance period, or until August 25, 2025, in which to regain compliance with Nasdaq continued listing requirement. In the event that the Company does not regain compliance in the compliance period, the Company may be eligible for an additional 180 calendar days, should the Company meet the continued listing requirement for market value of publicly held shares and all other initial listing standards for The Nasdaq Capital Market, with the exception of the bid price requirement, and is able to provide written notice of its intention to cure the deficiency during the second compliance period, by effecting a reverse stock split, if necessary. However, if it appears that the Company will not be able to cure the deficiency, or if the Company is otherwise not eligible, Nasdaq will provide notice that the Company’s securities will be subject to delisting.

The Company is currently evaluating options to regain compliance and intends to timely regain compliance with Nasdaq’s continued listing requirement. Although the Company will use all reasonable efforts to achieve compliance with Rule 5550(a)(2), there can be no assurance that the Company will be able to regain compliance with that rule or will otherwise be in compliance with other Nasdaq continued listing requirement.

On February 28, 2025, the Company issued a press release discussing the receipt of the deficiency letter, which is filed as exhibit 99.1 to this Form 6-K.

ExhibitIndex

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Exhibit99.1

QMMMHoldings Limited Announces to received Nasdaq Minimum Bid Price Deficiency Letter

Hong Kong, February 28, 2025 (PRNEWSWIRE) — QMMM Holdings Limited (Nasdaq: QMMM) (the “Company” or “QMMM Holdings”), a digital media advertising, virtual avatar & virtual apparel technology service provider in Hong Kong, today announced that on February 26, 2025, the Company received a letter from the Listing Qualifications staff of The Nasdaq Stock Market (“Nasdaq”) notifying the Company that based on the closing bid price of the Company for the period from January 8, 2025 to February 25, 2025, the Company no longer meets the continued listing requirement of Nasdaq under Nasdaq Listing Rules 5550(a)(2), to maintain a minimum bid price of $1 per share.

Nasdaq has provided the Company with an 180 calendar days compliance period, or until August 25, 2025, in which to regain compliance with Nasdaq continued listing requirement. In the event that the Company does not regain compliance in the compliance period, the Company may be eligible for an additional 180 calendar days, should the Company meet the continued listing requirement for market value of publicly held shares and all other initial listing standards for The Nasdaq Capital Market, with the exception of the bid price requirement, and is able to provide written notice of its intention to cure the deficiency during the second compliance period, by effecting a reverse stock split, if necessary. However, if it appears that the Company will not be able to cure the deficiency, or if the Company is otherwise not eligible, Nasdaq will provide notice that the Company’s securities will be subject to delisting.

The Company is currently evaluating options to regain compliance and intends to timely regain compliance with Nasdaq’s continued listing requirement. Although the Company will use all reasonable efforts to achieve compliance with Rule 5550(a)(2), there can be no assurance that the Company will be able to regain compliance with that rule or will otherwise be in compliance with other Nasdaq continued listing requirement.

AboutQMMM Holdings Limited

QMMM Holdings is an award-winning digital advertising and marketing production services company.

More information about the Company can be found at: https://www.qmmm.io/

Forward-LookingStatements

Certainstatements in this announcement are forward-looking statements. These forward-looking statements involve known and unknown risks anduncertainties and are based on the Company’s current expectations and projections about future events that the Company believesmay affect its financial condition, results of operations, business strategy and financial needs. Investors can identify these forward-lookingstatements by words or phrases such as “may,” “will,” “expect,” “anticipate,” “aim,”“estimate,” “intend,” “plan,” “believe,” “is/are likely to,” “potential,”“continue” or other similar expressions. The Company undertakes no obligation to update or revise publicly any forward-lookingstatements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law.Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure youthat such expectations will turn out to be correct, and the Company cautions investors that actual results may differ materially fromthe anticipated results and encourages investors to review other factors that may affect its future results in the Company’s registrationstatement and other filings with the SEC, which are available for review at www.sec.gov.

Formore information, please contact:

QMMM Holdings Limited

Phone: +852 3549 6889

Email: info@qmmm.io